Sec Form 4 Filing - Foraker John M. @ Annie's, Inc. - 2014-10-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Foraker John M. 2. Issuer Name and Ticker or Trading Symbol Annie's, Inc. [ BNNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ANNIE'S, INC., 1610 FIFTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/20/2014 (Street) BERKELEY, CA94710 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/20/2014 M 6,196 A $ 5.2 6,196 D Common Stock 10/20/2014 S( 1 ) 6,196 D $ 45.969 ( 2 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Options (right to buy) $ 5.2 10/20/2014 M 6,196 ( 3 ) 05/08/2015 Common Stock 6,196 $ 0 86,768 D Non-Qualified Stock Options (right to buy) $ 5.2 10/21/2014 D 86,768 ( 4 ) 05/08/2015 Common Stock 86,768 $ 0 0 D Non-Qualified Stock Options (right to buy) $ 6.62 10/21/2014 D 37,182 ( 5 ) 07/12/2016 Common Stock 37,182 $ 0 0 D Non-Qualified Stock Options (right to buy) $ 6.62 10/21/2014 D 61,970 ( 6 ) 07/12/2016 Common Stock 61,970 $ 0 0 D Non-Qualified Stock Options (right to buy) $ 6.62 10/21/2014 D 74,364 ( 7 ) 09/07/2016 Common Stock 74,364 $ 0 0 D Non-Qualified Stock Options (right to buy) $ 19 10/21/2014 D 62,937 ( 8 ) 03/26/2022 Common Stock 62,937 $ 0 0 D Non-Qualified Stock Options (right to buy) $ 32.48 10/21/2014 D 20,617 ( 9 ) 06/23/2024 Common Stock 20,617 $ 0 0 D Performance Share Units $ 0 10/21/2014 D 11,842 ( 10 ) 12/31/2015 Common Stock 11,842 $ 0 0 D Performance Share Units $ 0 10/21/2014 D 5,640 ( 10 ) 12/31/2016 Common Stock 5,640 $ 0 0 D Performance Share Units $ 0 10/21/2014 D 6,927 ( 11 ) 12/31/2017 Common Stock 6,927 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foraker John M. C/O ANNIE'S, INC. 1610 FIFTH STREET BERKELEY, CA94710 X Chief Executive Officer Signatures /s/ Sukhindra K. Mata as Attorney-in-Fact 10/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These sales were effectuated pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2013. ( 2 )This transaction was executed in multiple trades at prices ranging from $45.96 to $45.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )This stock option is immediately exercisable as to 86,768 shares and is fully vested. ( 4 )Pursuant to the terms of the Agreement and Plan of Merger, dated September 8, 2014 (the "Merger Agreement"), by and among Annie's, Inc. (the "Issuer"), General Mills, Inc. ("General Mills") and Sandy Acquisition Corporation, an indirect wholly-owned subsidiary of General Mills, these options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 5 )These options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 6 )These options, which provided for vesting in two equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 7 )This stock option, which was immediately exercisable as to 74,364 shares and was fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 8 )These options, which provided for vesting in four equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 9 )These options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes. ( 10 )These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were canceled pursuant to the terms of the Merger Agreement. ( 11 )These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.

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